Group Overview

Brickworks has a diversified corporate structure that has delivered stability of earnings over the long term. There are four divisions within the Brickworks Group structure: Building Products Australia, Building Products North America, Property, and Investments.

Group Overview

Group Overview

Brickworks Limited is a dynamic and innovative group of internationally owned companies. We specialise in property, investments and the manufacture and distribution of building products for the residential and commercial markets.

Our Building Products division is one of Australia’s largest, best known and most diverse building material manufacturers. Our products include clay bricks and pavers, concrete masonry blocks, retaining wall systems, stone, precast concrete panels, concrete, terracotta and solar roof tiles, terracotta façades and lightweight building systems.

In late 2018, Brickworks announced it’s first US based acquisition of Glen-Gery, the fourth largest brick manufacturer in the USA. Since this time the North America business has continued to grow through further acquisitions and is now established as the leading brickmaker in the key North eastern region, with a reputation for premium products and high exposure to the architectural market.

With a broad product portfolio and manufacturing and sales facilities across Australia & North America, Brickworks is uniquely placed to service the demands of the building industry.

Corporate Structure

Brickworks has a diversified corporate structure that has delivered stability of earnings over the long term. There are four divisions within the Brickworks Group structure — Building Products Australia, Building Products North America, Investments and Property.

Brickworks Property

The Property division was established to maximise the value of land that is surplus to the Building Products business. Operational land that becomes surplus to the business needs is transferred to the Property division where it is assessed for optimum land use.

In some cases, land is rezoned to residential and sold. Alternatively, the land is rezoned industrial and transferred into the Property Trust and developed, creating a stable, growing annuity style income stream.

The Joint Venture Industrial Property Trust is a 50/50% partnership between Brickworks and Goodman Industrial Trust. Over the past decade it has grown significantly and now has a total asset value of over $1.7 billion. After including debt, Brickworks 50% share of the Property Trust has an equity value of $633 million.

In addition to the Property Trust, the Company holds around 3,750 hectares of operational land and 370 hectares of development land. The company also holds 2,400 hectares of land in North America.

Brickworks Investments

Investments consists primarily of a 39.4% interest in Washington H. Soul Pattinson (WHSP), an S&P/ASX100 listed Company (ASX: SOL).

This shareholding in WHSP is an important source of earnings and cashflow diversification for the company and has been a key contributor to Brickworks’ success for more than four decades.

The market value of Brickworks shareholding in WHSP was $2.142 billion at 31 July 2019.

WHSP has delivered outstanding returns over the long term, with fifteen year returns of 11.6% per annum to 31 July 2019 being 2.6% ahead of the All Ordinaries Accumulation Index.

WHSP holds a significant investment portfolio in a number of listed and unlisted companies including Brickworks, TPG Telecom, New Hope Corporation, Australian Pharmaceutical Industries, Apex Healthcare Berhad and TPI Enterprises.

This provides WHSP with a diversified end market exposure. Over more than four decades, WHSP has delivered an uninterrupted dividend stream that reflects the earnings from WHSP’s diversified investments. This dividend helps to balance the cyclical earnings from Brickworks’ Building Products and Property divisions.

Divisions

AUSTRALIA

NORTH AMERICA

EXCLUSIVE DISTRIBUTORSHIP

Board of Directors

Robert D. Millner Chairman

FAICD

Mr. R. Millner is the non-executive Chairman of the Board. He first joined the Board in 1997 and was appointed Chairman in 1999.

Mr Millner brings to the Board broad corporate, investment, portfolio and asset management experience gained across diverse sectors including telecommunications, mining, manufacturing, health, finance, energy, industrial and property investment in Australia and overseas.

He is an accomplished company director with an extensive understanding of governance and compliance, reporting, media and investor relations.

He is a member of the Remuneration Committee and the Nomination Committee.

Mr Millner holds directorships in the following listed companies:

Washington H. Soul Pattinson and Co. Ltd
New Hope Corporation Ltd
TPG Telecom Ltd
BKI Investment Company Ltd
Milton Corporation Limited
Tuas Limited
During the last 3 years, he also held a listed company directorship with Australian Pharmaceutical Industries Ltd (resigning 9 July 2020).

Lindsay R. Partridge AM Managing Director

BSc. Hons. Ceramic Eng; FAICD; Dip CD

Mr Partridge was appointed Managing Director in 2000.

He is a qualified ceramic engineer and has extensive commercial, manufacturing, marketing, technical and operational experience including numerous senior management positions he has held in the building products manufacturing sector in Australia and the USA.

Since his appointment as Managing Director Brickworks has grown significantly in terms of size and profitability and successfully expanded into industrial property development.

He is an experienced company director with substantial expertise in governance, human resources, compliance reporting, media, investor relations and mergers and acquisitions.

He was awarded the Member of the Order of Australia in 2012 for services to the Building and Construction Industry, particularly in the areas of industry training and career development. and in 2018 was awarded the esteemed “Sir Phillip Lynch Award”, by the Housing Industry Association in recognition of his immense contribution to the Housing Industry.

Michael J. Millner Deputy Chairman

MAICD

Mr. M. Millner is a non-executive Director who was appointed to the Board in 1998.

As an experienced company director, Mr Millner has considerable investment, portfolio and asset management experience across the building products, manufacturing, agricultural and property sectors in Australia and overseas.

He is President of the Royal Agricultural Society of NSW and Chairman of the Royal Agricultural Society of NSW (RAS) Foundation.

Mr Millner is the deputy chairman of the Board, and a member of the Remuneration Committee and the Nomination Committee.

Mr Millner has no current listed company directorships. During the last 3 years, he also held a listed company directorship with Ruralco Holdings Ltd (resigning in 2019).

The Hon. Robert J. Webster Non-executive Director

MAICD

Mr Webster was appointed to the Board in 2001 and is a non-executive Director.

As a senior client partner and head of Asia Pacific Board Services at Korn Ferry Mr Webster has particular skills in human resources, recruitment and executive remuneration.

He also brings valuable experience to the Board in government planning, energy and housing having served as Minister for Planning, Minister for Energy, and Minister for Housing in New South Wales.

As an experienced company director and public-sector leader his skills include Board leadership, governance, risk management and compliance.

He is Chair of the Nomination Committee, a member of the Remuneration Committee, the Audit and Risk Committee and the Independent Board Committee.

Mr Webster has no other listed company directorships and has held no other listed company directorships in the last three years.

Deborah R. Page AM Non-Executive Director

BEc; FCA; FAICD

Mrs Page was appointed to the Board in July 2014.

She has extensive financial expertise, having been a partner at Touche Ross/KPMG Peat Marwick, and a senior executive with the Lend Lease Group, Allen Allen and Hemsley and the Commonwealth Bank.

She has specific experience in corporate finance, accounting, audit, mergers & acquisitions, capital markets, insurance and joint venture arrangements.

Mrs Page also has extensive experience as a company director gained across ASX Listed, private, public sector and regulated entities including in the telecommunications, utilities, insurance, technology, renewables, funds management and infrastructure sectors.

As an experienced director and Audit and Risk Committee Chair her skills also include Board leadership, governance, risk management and compliance.

Mrs Page is the Lead Independent Director and Chair of the Independent Board Committee, Chair of the Audit and Risk Committee, and a member of the Remuneration Committee and the Nomination Committee.

Mrs Page is a member of Chief Executive Women.

Mrs Page holds directorships in the following listed companies:

Pendal Group Limited
Service Stream Limited
Growthpoint Properties Australia

During the last three years, she also held a listed company directorship with GBST Holdings Ltd (resigning in 2019).

Malcolm P. Bundey Non-Executive Director

BBus (Accounting), GAICD

Mr Bundey was appointed to the Board in October 2019.

Mr Bundey has valuable experience as a CEO & Managing Director with particular expertise in managing complex global manufacturing operations including as CEO of Pact Group, CEO of Evergreen Packaging, CEO of Graham Packaging and CEO of Closure Systems International.

These companies each operated multi-location and geographical plants across a wide range of regulatory jurisdictions including Australia and the USA.

Mr Bundey also has extensive financial experience having been a CFO at Goodman Fielder and a partner at Deloitte.

He has in depth knowledge of the health, safety and environment risks associated with manufacturing operations and expertise in mergers and acquisitions and asset management.

He is Chair of the Remuneration Committee, a member of the Nomination Committee, the Audit and Risk Committee and the Independent Board Committee.

Mr Bundey has no current listed company directorships. During the last three years, he was an executive director of Pact Group Holdings Ltd (resigning from the board in September 2018).

Robyn N. Stubbs Non-Executive Director

BBus, M.Sc., GAICD

Ms Stubbs was appointed to the Board on 1 January 2020.

She has valuable operational experience in property leasing, sales and marketing, strategy and new product development having spent more than 25 years in senior sales and marketing roles in the media and property sectors.

Most recently Ms Stubbs was General Manager of Retail Leasing at Stockland and prior to this she held property management, sales and marketing roles at Lend Lease, Fairfax, Network Ten and Unilever.

Ms Stubbs’ skills also include mergers and acquisitions, capital markets, governance, risk management and compliance.

She is a member of the Remuneration Committee, the Nomination Committee, the Audit & Risk Committee and the Independent Board Committee.

Ms Stubbs holds directorships in the following listed companies:

Aventus Group
InvoCare Limited

Group Executive Team

Lindsay R. Partridge AM Managing Director

BSc. Hons. Ceramic Eng; FAICD; Dip CD

Mr Partridge graduated as a ceramic engineer from the University of New South Wales, and worked extensively in all facets of the clay products industry in Australia and the United States before joining the Austral Brick Company in 1985. In 2008, Mr Partridge completed the Stanford University Executive Development Program. He held various senior management positions at Austral before being appointed Managing Director of Brickworks in 2000.Since then, Brickworks has grown significantly in terms of size and profitability as its operations have become Australia-wide, with its product range extending beyond bricks to tiles, pavers and masonry and activities expanding into property development.

Mr Partridge has also had extensive industry involvement, and was previously a director of various industry bodies, including the Australian Brick and Blocklaying Training Foundation and the Clay Brick and Paver Institute.

In 2012 he was awarded the Member of the Order of Australia for services to the Building and Construction Industry, particularly in the areas of industry training and career development, and to the community. He was previously a director of the Children’s Cancer Institute of Australia.
In 2018 the Housing Industry Association awarded Mr Partridge the “Sir Phillip Lynch Award”, their highest award. The award was in recognition of a lifetime contribution to the Housing Industry.

Robert Bakewell Chief Financial Officer

BComm CA

Mr Bakewell was appointed Chief Financial Officer in June 2016. He is a chartered accountant with more than 35 years finance and commercial experience in listed Australian and international companies including significant experience in mergers and acquisitions, restructuring, balance sheet and capital management. He is responsible for all financial operations of the business including group accounting and taxation, treasury, banking and finance and investor relations.

Susan Leppinus Company Secretary and General Counsel

B.Ec; Llb; Grad Dip App Fin

Ms Leppinus was appointed Company Secretary and General Counsel in April 2015. She is admitted to practice in NSW and has over 15 years’ experience as a company secretary and general counsel. She has worked closely with boards and senior management in ASX 200 companies, and has significant experience in mergers and acquisitions, contract negotiation, corporate governance, corporate and commercial law. She is responsible for the legal governance and company secretarial functions of the Group, including liaising with the ASX, ASIC and other regulatory bodies.

Megan Kublins Executive General Manager – Property & Development

BSc, B Arch

Ms Kublins was appointed General Manager Property in November 2001 and became Executive General Manager Property in 2006. She has over 22 years experience in the property industry gained in public and private organisations in the capacity of both landowner and developer. She manages all of Brickworks property assets, including over 3,500 hectares of land. Her primary focus is to identify value creation opportunities within this portfolio. She is responsible for the growth and management of the Goodman/Brickworks JV, which was established and grown under her direction. Megan has completed the Stanford Executive Program.

David Fitzharris Group General Manager Brickworks Sales and Group General Manager Austral

Bricks Australia

Mr Fitzharris was employed by Brickworks in 1987 and for the past 32 years has held various senior executive positions including East Coast General Manager Austral Bricks. He was appointed to his current role of Group General Manager Brickworks Sales in 2003 and Group General Manager Austral Bricks in February 2019. He is involved in the strategic direction of the group and has responsibility for all sales, customer service, import/export activities across the Group and has actively developed key customer relationships across all business units. He is also a board member of New Zealand Brick Distributors and represents Brickworks at a number of industry associations currently Chairman of Think Brick Australia.

Mark Ellenor President – Brickworks Building Products North America

BBus

Mr. Ellenor was appointed President – Brickworks North America in November 2018. Mark started with Austral Bricks in the graduate program in 1999, progressed through management, and was promoted to General Manager Eureka Tiles in 2006, General Manager Austral Bricks NSW in 2009, General Manager Austral Bricks Australia in 2017 and Group General Manager Austral Bricks and Bristle Roofing in 2018.

Now based in Philadelphia, Mark is charting the course for Brickworks’ entry and growth in the US market, and is responsible for strategically expanding and transforming the US holdings into the leader of technology, design and style in the American brick industry. Mark has completed the Stanford Executive Program and holds a degree in Business from the University of Newcastle.

Top Shareholders

The names of the substantial shareholders is disclosed in substantial shareholder notices received by the Company:

Substantial Shareholder

As of 31 August 2020

The names of the substantial shareholders is disclosed in substantial shareholder notices received by the Company:

Substantial Shareholder

Washington H Soul Pattinson & Company Limited

65,645,140

Top 20 Shareholders

20 Largest Shareholders as Disclosed on the Share Register as of 31 August 2020

Rank

Name

Numbers of shares

Washington H Soul Pattinson & Company Limited

62,545,140

41.71

HSBC Custody Nominees (Australia) Limited

13,856,996

9.24

J P Morgan Nominees Australia Pty Limited

7,080,373

4.72

Citcorp Nominees Pty Limited

6,393,150

4.26

National Nominees Limited

4,761,207

3.18

Milton Corporation Limited

3,234,567

2.16

J S Millner Holdings Pty Limited

3,018,836

2.01

HSBC Custody Nominees (Australia) Limited <NT-COMNWLTH Super Corp A/C>

1,769,248

1.18

National Nominees Limited

2,887,000

1.93

Australian Foundation Investment Company Limited

1,628,619

1.09

Mrs Margaret Dorothy Stonier

1,498,743

1.00

CPU Share Plans Pty Ltd

784,923

0.52

BNP Paribas Nominees Pty Ltd

707,030

0.47

T G Millner Holdings Pty Limited

698,509

0.47

CPU Share Plans Pty Ltd

627,107

0.42

Argo Investments Limited

584,009

0.39

Niblick Pty Limited

518,400

0.35

BNP Paribas Nominees Pty Ltd

475,310

0.32

BKI Investment Company Limited

436,209

0.29

Millane Pty Limited

341,349

0.23

Corporate Governance

The Board of Brickworks Limited is committed to developing and maintaining good corporate governance within the Company, and recognises this can only be achieved through its people and their actions.

Brickworks Limited has policies and procedures in place that help to ensure the highest standards of corporate governance.We abide by all laws of Australia and the requirements of regulatory authorities in each State.

Appendix 4G 2020

Corporate Governance Statement 2020

Constitution

Board Charter

Committee Charter

Nomination

Remuneration

Audit & Risk

Board Policies

Code of Conduct

Continuous Disclosure Policy

Securities Trading Policy